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https://www.companyformations.ie/blog/what-is-the-difference-between-an-ordinary-resolution-and-a-special-resolution/

What is an Ordinary Resolution?

An Ordinary Resolution handles the standard actions typically associated with running a business. In effect this covers the normal things a business would need to do, e.g. vote on giving people new shares, changing a director, making a small investment like office materials or a revamp. This ordinary resolution type needs a simple majority under the Companies Act 2014, that is to say above 50% of the members are required to sign.

What is a Special Resolution?

A Special Resolution is, as the name suggests, for special or uncommon decisions a company takes. Things like a Change of Constitution or Name, Large Capital Investment or changing the share structure of a business would require a special resolution. The rules under the Companies Act 2014 specify that the special resolution requires the signature of more than 75% of voting members in order to be put in place.

The Companies Act 2014 allows for and lists the conditions of both types of resolutions under Sections 191 – 198.

Within the different types of resolutions, the way they are signed off on can affect when they come into force as we have broken down below:

Unanimous Resolution – as the name suggests all voting members of a company are required to sign off on a unanimous resolution – it becomes effective immediately and will always be used for single-member companies (1 person or company is the 100% shareholder).
Majority Resolution – in this case, once the required majority has signed the resolution there is a period of time to wait before it comes into being. For the 50%+ ordinary resolution it is 7 days and for the 75%+ special resolution, it will take 21 days to come

 

 

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